REQUEST FOR QUOTATION - GAIL
REQUEST FOR QUOTATION - GAIL
REQUEST FOR QUOTATION - GAIL
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To,<br />
<strong>GAIL</strong> WEBSITE VENDOR,<br />
India<br />
Vendor Code : 101019938<br />
RFQ No. :<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date:12.02.2007<br />
RFQ Due on : 06.03.2007 at 14:00 Hrs IST<br />
Tender Opening Date : 06.03.2007 at 15.00 Hrs IST<br />
____________________________________________________________<br />
Dear Sir(s)/Madam,<br />
<strong>GAIL</strong> (India) Ltd. invites you to submit your offer in sealed envelope, superscribing RFQ No. & Due date<br />
for the following item(s) in complete accordance with enquiry documents/attachments:<br />
Sl. No MatCode UOM QTY Unit Price<br />
Description (in figures & words)<br />
------------------------------------------------------------<br />
Group : 1<br />
ADDITIONAL REQUIREMENTS:<br />
BODY MATL SPEC.:CS,ASTM A216 GR. WCB<br />
DESIGN STD CON<strong>FOR</strong>M TO<br />
DIMENSION STD CON<strong>FOR</strong>M TO<br />
DISC MATERIAL SPEC.:13% CR<br />
DISC TYPE/STYLE:<br />
END CONNECTION:FLANGED<br />
OPERATION:<br />
SEAT TYPE/STYLE:<br />
SUPPLEMENTARY REQUIREMENTS:<br />
TYPE:SWING<br />
VALVE,CHECK<br />
1 4834092933 EACH 1 ________<br />
VLV,CHK,SWING,A216WCB,13%CR,FL,600,6IN<br />
NOMINAL PIPE SIZE: 6 IN##<br />
PRESSURE RATING: 600 LBS##<br />
Data sheet attached.<br />
------------------------------------------------------------<br />
EMD Details : NOT APPLICABLE.<br />
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong><br />
Page 1 of 6
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong> (Cont.)<br />
RFQ No:<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date: 12.02.2007<br />
____________________________________________________________<br />
Instruction to Bidders : i)Due date and time for submission of bids : 06 TH MARCH 2007 (14:00 hrs<br />
IST)<br />
ii)Date and time for opening of Techno Commercial Bids : 06 TH MARCH 2007 (15:00 hrs IST)<br />
iii) Time and date of opening of "PRICE BIDS" will be intimated to those qualifying in the<br />
Techno-Commercial bids, in due course of time.<br />
IV) Samples/Catalogues required along with offer.<br />
v) Test Certificates required along with supply.<br />
vi) Detailed specification /Drawings enclosed.<br />
M/s. <strong>GAIL</strong> (India) Limited, Opp. Ayyappa Swamy Temple, Sheela Nagar, VISAKHAPATNAM (A.P.)<br />
hereinafter called <strong>GAIL</strong>/Owner, invites you to submit your bids for the captioned work in complete<br />
accordance with enquiry documents/attachments.<br />
Bids are to be submitted in sealed envelope, superscribed with the above Tender No. & Due date,<br />
description of work.<br />
Part - I - Techno Commercial Bid<br />
Your bid should contain all technical & commercial details and the Earnest Money Deposit (EMD)<br />
as stated above. The EMD can be submitted by DD favouring <strong>GAIL</strong> (India) Ltd, Visakhapatnam or Banker's<br />
Cheque payable at State Bank of India, BHPV, Branch Code: 1675 or by way of Bank Guarantee in the<br />
enclosed format. This should invariably contain the documents required for qualification of BEC.i.e. i)<br />
A Copy of the certificate of valid Sales Tax registration certificate to be enclosed with the bid.<br />
ii) A copy of the certificate of authorized dealereship/distributer/stockiest to be enclosed with the bid<br />
document for the bid qualification.<br />
Part - II - Price Bid<br />
Price bid containing the priced Schedule of Rates enclosed in the tender.<br />
Both the envelopes (Part - I & Part - II) are to be sealed in an envelope, super scribed with tender no. due<br />
date & description of work.<br />
<strong>GAIL</strong> HAS TO FINALIZE ITS PURCHASE WITHIN A LIMITED TIME SCHEDULE. THERE<strong>FOR</strong>E, IT<br />
MAY NOT BE FEASIBLE IN ALL CASES <strong>FOR</strong> <strong>GAIL</strong> TO SEEK CLARIFICATIONS IN RESPECT OF<br />
INCOMPLETE OFFERS. THE DECISION WILL BE MADE BASED ON AVAILABLE DOCUMENTS.<br />
PROSPECTIVE BIDDERS ARE ADVISED TO ENSURE THAT THEIR BIDS ARE COMPLETE IN<br />
ALL RESPECTS AND CONFIRM TO OUR TERMS AND CONDITIONS. BIDS NOT COMPLYING<br />
WITH <strong>GAIL</strong>'S REQUIREMENTS MAY BE REJECTED WITHOUT SEEKING ANY<br />
CLARIFICATIONS.<br />
Bids complete in all respects should reach office of Manager (C&P), <strong>GAIL</strong> (India) Ltd., Opp:<br />
Ayyappa Swamy Temple, Sheela Nagar, Visakhapatnam - 530012, AP, INDIA on or before the due<br />
date/time. Bids received after the due date and time are liable to be rejected, If not bidding, please return the<br />
enquiry document along with the regret letter within the due date.<br />
Bids without EMD shall be summarily rejected.<br />
Bids should be valid for 120 days from the date of opening tender. Bids through<br />
Telex/Fax/E-mail/Telegram are not acceptable.<br />
This Request For Quotation (RFQ) is an integral and inseparable part of the enclosed bid documents.<br />
Bidders are advised to quote strictly as per the terms and conditions of the tender documents and not<br />
to stipulate any deviations/exceptions. Once quoted, the bidder shall not make any subsequent price change<br />
whether resulting of arising out of any technical/commercial clarifications sought regarding the bid, even if<br />
any deviation of exception may be specifically stated in the bid. Such price changes shall render the offer<br />
Page 2 of 6
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong> (Cont.)<br />
RFQ No:<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date: 12.02.2007<br />
____________________________________________________________<br />
liable for rejection.<br />
All bidders should submit PF registration certificate duly attested by Gazetted Officer along with Bid<br />
document, failing which their Bid shall not be considered for further evaluation.<br />
You are requested to depute your representative with proper authorization for attending the bid<br />
opening on the scheduled date of opening.<br />
<strong>GAIL</strong> reserves the right to accept or reject any or all tenders received at its absolute discretion<br />
without assigning any reason whatsoever.<br />
BID REJECTION CRITERIA:<br />
In the event of Bidders taking deviation in following criteria their Bids will be treated as irresponsive and<br />
may be rejected.<br />
a)Firm price.<br />
b)EMD /Bid bond.<br />
c)Scope of work.<br />
d)Specifications.<br />
e)Price Schedule.<br />
f)Delivery / Completion Schedule.<br />
g)Period of validity of Bid.<br />
h)Price reduction schedule.<br />
i)Performance Bank Guarantee / Security Deposit.<br />
j)Guarantee.<br />
k)Arbitration and resolution of dispute.<br />
L)Force Majure.<br />
m)EPF registration.<br />
n)Applicable laws.<br />
Price Basis : FOT SITE DT-VISAKHAPATNAM AT THE FOLLOWING ADDRESS:<br />
<strong>GAIL</strong> (INDIA) LTD.<br />
DESPATCH TERMINAL,<br />
OPP. AYYAPPA SWAMY TEMPLE,<br />
SHEELA NAGAR,<br />
VISAKHAPATNAM-530012,<br />
Delivery/Completion Schedule : WITHIN 30 DAYS OF PLACEMENT OF ORDER.<br />
Consignee Address : <strong>GAIL</strong> (INDIA) LTD.<br />
DESPATCH TERMINAL,<br />
OPP. AYYAPPA SWAMY TEMPLE,<br />
SHEELA NAGAR,<br />
VISAKHAPATNAM-530012,<br />
Page 3 of 6
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong> (Cont.)<br />
RFQ No:<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date: 12.02.2007<br />
____________________________________________________________<br />
Terms of payment : TO BE PAID WITHIN 30 DAYS FROM THE DATE OF RECIEPT AND<br />
ACCEPTENCE OF MATERIAL AT SITE.<br />
Warranties : 12 MONTHS FROM THE DATE OF SUPPLY.<br />
Price Reduction Schedule : SHALL BE APPLICABLE AS PER GCC @ 1/2% OF THE ORDER VALUE<br />
PER WEEK OF DELAY SUBJECT TO MAXIMUM OF 5% OF THE ORDER VALUE.<br />
Other contractual stipulations : 1) GCC ENCLOSED.<br />
2) THE OFFERS SHOULD BE BASED ON FOT SITE DT-VISAKHAPATNAM BASIS.<br />
3) PAYMENT & TERMS: 30 DAYS FROM THE DATE OF RECEIPT AND ACCEPTANCE.<br />
4) NO CONCESSIONAL <strong>FOR</strong>M CAN BE SUPPLIED, SELLER SHALL QUOTE <strong>FOR</strong> FULL TAX.<br />
5) <strong>GAIL</strong> WILL PAY <strong>FOR</strong> THE ITEMS ONLY THROUGH ELECTRONIC TRANSFER. YOU ARE<br />
THERE<strong>FOR</strong>E <strong>REQUEST</strong>ED TO GIVE YOUR BANK DETAILS IN FOLLOWING BANKS:<br />
(I) ICICI (II) HDFC (III) SBI<br />
6)CATALOGUES ARE REQUIRED ALONG WITH THE <strong>QUOTATION</strong>.<br />
7)YOU ARE <strong>REQUEST</strong>ED TO DEPUTE YOUR REPRESENTATIVE WITH PROPER<br />
AUTHORIZATION <strong>FOR</strong> ATTENDING THE BID OPENING ON THE SCHEDULED DATE OF<br />
OPENING.<br />
General Conditions of Contract : As per GCC enclosed with the tender.<br />
Bid Evaluation Area : i) The Bidder should have valid Sales Tax registration number in their own name.<br />
ii) The Bidder should submit the evidence of supply of similar valves [( Ball, Plug, Gate, Check or Globe )<br />
size above 3"] to any process Industry under consltation either<br />
PDIL/EIL/MECON/BACHTEL/TRACTABEL.<br />
Page 4 of 6
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong> (Cont.)<br />
RFQ No:<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date: 12.02.2007<br />
____________________________________________________________<br />
Important :<br />
1. Percentage of Taxes, Duties, P&F, Freight charges etc. of quoted basic price should be clearly mentioned<br />
in the quotation.<br />
2. Please go through the General Purchase Conditions (GPC) enclosed as Annexure. Deviations to GPC<br />
shall liable for rejection of your offer.<br />
3. Please submit Catalogue/Specification Details, Test Certificates/Traceability Certificate for accuracy<br />
along with your quotation.<br />
Yours truly,<br />
For and on behalf of<br />
<strong>GAIL</strong> ( India ) Ltd.<br />
(Authorized signatory)<br />
Page 5 of 6
Delivery Schedule ................................................<br />
Offer validity for: 90 days/120 days/180 days<br />
Payment Terms ......................................................<br />
<strong>REQUEST</strong> <strong>FOR</strong> <strong>QUOTATION</strong> (Cont.)<br />
____________________________________________________________<br />
Format for Details of Terms & Conditions to be Filled By Vendor<br />
Offer Ref . & Date .................................................<br />
Telephone No ........................................................<br />
Fax No. ................................................................<br />
E-Mail ....................................................................<br />
RFQ No.:<strong>GAIL</strong>/VIZ/011621/3200028665/SG\<br />
Date:12.02.2007<br />
Price Basis: Ex-Works..............................<br />
FOT Site of Plant..................<br />
1. Discount % on basic Unit price, if any .........................................................................................................<br />
...........................................................................................................................................................................<br />
2. Packing & Forwarding, if applicable.............................................................................................................<br />
...........................................................................................................................................................................<br />
3. Excise Duty % (if applicable).......................................................................................................................<br />
...........................................................................................................................................................................<br />
4. LST/CST (with/without concessional Form), if applicable<br />
...........................................................................................................................................................................<br />
5. Freight, if applicable ...................................................................................................................................<br />
...........................................................................................................................................................................<br />
6. Other Charges, if any.....................................................................................................................................<br />
...........................................................................................................................................................................<br />
Signature of Vendor with Office Seal<br />
Page 6 of 6
General Conditions of Contract (Goods)<br />
1. Definitions In this document, General Conditions of Contract (GCC-Goods),<br />
the following terms shall have the following respective<br />
meanings:<br />
Rev.0: May’04 1<br />
1.0 BIDDER : Designates the individual or legal entity which<br />
has made a proposal, a tender or a bid with the aim of<br />
concluding a Contract with the PURCHASER.<br />
1.1 CONSULTANT [if engaged] shall mean M/s.<br />
……………having its registered office at…………….<br />
The term consultant includes successors, assigns of<br />
M/s. ……….<br />
1.2 CONTRACT shall mean Purchase Order/Contract and<br />
all attached exhibits and documents referred to therein<br />
and all terms and conditions thereof together with any<br />
subsequent modifications thereto.<br />
1.3 CONTRACT PRICE shall mean the price payable to the<br />
Seller under the Contract for the full and proper<br />
performance of his contractual obligations.<br />
1.4 COMPLETION DATE shall mean the date on which the<br />
goods are successfully commissioned by the Seller and<br />
handed over to the PURCHASER.<br />
1.5 COMMERCIAL OPERATION shall mean the condition<br />
of the operation in which the complete equipment<br />
covered under the Contract is officially declared by the<br />
PURCHASER to be available for continuous operation<br />
at different loads up to and including rated capacity.<br />
1.6 DELIVERY terms shall be interpreted as per INCO<br />
TERMS 2000 in case of Contract with a foreign Bidder<br />
and as the date of LR/GR in the case of a contract with<br />
an Indian Bidder.<br />
1.7 DRAWINGS shall mean and include Engineering<br />
drawings, sketches showing plans, sections and<br />
elevations in relation to the Contract together with<br />
modifications and/or revisions thereto.<br />
1.8 ENGINEER or Engineer-in-Charge of the Project SITE<br />
shall mean the person designated from time to time by<br />
PURCHASER/CONSULTANT at SITE and shall include<br />
those who are expressly authorized by him to act for<br />
and on his behalf for operation of this CONTRACT.<br />
1.9 FINAL ACCEPTANCE shall mean the PURCHASER’s<br />
written acceptance of the Works performed under the<br />
Contract after successful completion of performance<br />
and guarantee test.<br />
1.10 GOODS shall mean articles, materials, equipment,<br />
design and drawings, data and other property to be<br />
supplied by Seller to complete the contract.<br />
1.11 INSPECTOR shall mean any person or outside Agency<br />
nominated by PURCHASER/CONSULTANT through
General Conditions of Contract (Goods)<br />
CONSULTANT to inspect equipment, stagewise as well<br />
as final, before dispatch, at SELLER’s works and on<br />
receipt at SITE as per terms of the CONTRACT.<br />
1.12 INITIAL OPERATION shall mean the first integral<br />
operation of the complete equipment covered under the<br />
Contract with sub-systems and supporting equipment in<br />
service or available for service.<br />
1.13 PURCHASER shall mean <strong>GAIL</strong> (INDIA) LIMITED<br />
(<strong>GAIL</strong>) having its registered office at 16, BHIKAIJI<br />
CAMA PLACE, R.K.PURAM, NEW DELHI-110066<br />
(INDIA). The term PURCHASER includes successors,<br />
assigns of <strong>GAIL</strong>.<br />
1.14 PER<strong>FOR</strong>MANCE AND GUARANTEE TESTS shall<br />
mean all operational checks and tests required to<br />
determine and demonstrate capacity, efficiency and<br />
operating characteristics as specified in the Contract<br />
documents.<br />
PROJECT designates the aggregate of the Goods<br />
and/or Services to be provided by one or more<br />
Contractors.<br />
Quantities – Bills of quantities<br />
Bills of quantities<br />
Rev.0: May’04 2<br />
Designate the quantity calculations to be taken into<br />
account when these calculations are made from<br />
detailed or construction drawings, or from work actually<br />
performed, and presented according to a jointly agreed<br />
breakdown of the Goods and/or Services.<br />
1.15 SELLER shall mean the person, firm or company with<br />
whom PURCHASE ORDER/CONTRACT is placed/<br />
entered into by PURCHASER for supply of equipment,<br />
materials and services. The term Seller includes its<br />
successors and assigns.<br />
1.16 SERVICE shall mean erection, installation, testing,<br />
commissioning, provision of technical assistance,<br />
training and other such obligations of the Seller covered<br />
under the Contract.<br />
1.17 SITE designates the land and/or any other premises on,<br />
under, in or across which the Goods and/or Services<br />
have to be supplied, erected, assembled, adjusted,<br />
arranged and/or commissioned.<br />
1.18 SPECIFICATIONS shall mean and include schedules,<br />
details, description, statement of technical data,<br />
performance characteristics, standards (Indian as well<br />
as International) as applicable and specified in the<br />
Contract.<br />
1.19 SUB-CONTRACT shall mean order placed by the<br />
Seller, for any portion of the contracted work, after<br />
necessary consent and approval of PURCHASER.
2. Seller To Inform<br />
General Conditions of Contract (Goods)<br />
1.20 SUB-CONTRACTOR shall mean the person named in<br />
the CONTRACT for any part of the work or any person<br />
to whom any part of the CONTRACT has been sub-let<br />
by the SELLER with the consent in writing of the<br />
CONSULTANT/PURCHASER and will include the legal<br />
representatives, successors, and permitted assigns of<br />
such person.<br />
1.21 START-UP shall mean the time period required to bring<br />
the equipments covered under the Contract from an<br />
inactive condition, when construction is essentially<br />
complete to the state of readiness for trial operation.<br />
The start-up period shall include preliminary inspection<br />
and check out of equipment and supporting<br />
subsystems, initial operation of the complete<br />
equipments covered under the Contract to obtain<br />
necessary pre-trial operation data, perform calibration<br />
and corrective action, shutdown inspection and<br />
adjustment prior to the trial operation period.<br />
1.22 TESTS shall mean such process or processes to be<br />
carried out by the Seller as are prescribed in the<br />
Contract or considered necessary by PURCHASER or<br />
his representative in order to ascertain quality,<br />
workmanship, performance and efficiency of equipment<br />
or part thereof.<br />
1.23 TESTS ON COMPLETION shall mean such tests as<br />
prescribed in the Contract to be performed by the<br />
Seller before the Works are taken over by the<br />
PURCHASER.<br />
2.1 The Seller shall be deemed to have carefully examined<br />
all contract documents to his entire satisfaction. Any<br />
lack of information shall not in any way relieve the Seller<br />
of his responsibility to fulfill his obligation under the<br />
Contract.<br />
3. Application 3.1 These General Conditions of Contract (GCC-Goods)<br />
shall apply to the extent that they are not superseded by<br />
provisions of other parts of the Contract.<br />
4. Country of Origin 4.1 For purposes of this Clause “origin” means the place<br />
where the Goods were mined, grown or produced, or<br />
from which the services are supplied. Goods are<br />
produced when, through manufacturing, processing or<br />
substantial and major assembling of components, a<br />
commercially recognized new product results that is<br />
substantially different in basic characteristics or in<br />
purpose or utility from its components.<br />
5. Scope of Contract 5.1 Scope of the CONTRACT shall be as defined in the<br />
PURCHASE ORDER/CONTRACT specifications,<br />
drawings and Annexure thereto.<br />
Rev.0: May’04 3<br />
5.2 Completeness of the EQUIPMENT shall be the<br />
responsibility of the SELLER. Any equipment, fittings<br />
and accessories which may not be specifically
Rev.0: May’04 4<br />
General Conditions of Contract (Goods)<br />
mentioned in the specifications or drawings, but which<br />
are usual or necessary for the satisfactory functioning of<br />
the equipment (successful operation and functioning of<br />
the EQUIPMENT being SELLER’s responsibility) shall<br />
be provided by SELLER without any extra cost.<br />
5.3 The SELLER shall follow the best modern practices in<br />
the manufacture of high grade EQUIPMENT<br />
notwithstanding any omission in the specifications. The<br />
true intent and meaning of these documents is that<br />
SELLER shall in all respects, design, engineer,<br />
manufacture and supply the equipment in a thorough<br />
workmanlike manner and supply the same in prescribed<br />
time to the entire satisfaction of PURCHASER.<br />
5.4 The SELLER shall furnish twelve (12) copies in English<br />
language of Technical documents, final drawings,<br />
preservation instructions, operation and maintenance<br />
manuals, test certificates, spare parts catalogues for all<br />
equipments to the PURCHASER.<br />
5.5 The documents once submitted by the SELLER shall be<br />
firm and final and not subject to subsequent changes.<br />
The SELLER shall be responsible for any loss to the<br />
PURCHASER/CONSULTANT consequent to furnishing<br />
of incorrect data/drawings.<br />
5.6 All dimensions and weight should be in metric system.<br />
5.7 All equipment to be supplied and work to be carried out<br />
under the CONTRACT shall conform to and comply with<br />
the provisions of relevant regulations/Acts(State<br />
Government or Central Government) as may be<br />
applicable to the type of equipment/work carried out and<br />
necessary certificates shall be furnished.<br />
5.8 The Seller shall provide cross sectional drawings,<br />
wherever applicable, to identify the spare part numbers<br />
and their location. The size of bearings, their make and<br />
number shall be furnished.<br />
5.9 Specifications, design and drawings issued to the<br />
SELLER alongwith RFQ and CONTRACT are not sold<br />
or given but loaned. These remain property of<br />
PURCHASER/CONSULTANT or its assigns and are<br />
subject to recall by PURCHASER/CONSULTANT. The<br />
SELLER and his employees shall not make use of the<br />
drawings, specifications and technical information for<br />
any purpose at any time except for manufacture against<br />
the CONTRACT and shall not disclose the same to any<br />
person, firm or corporate body, without written<br />
permission of PURCHASER/CONSULTANT. All such<br />
details shall be kept confidential.<br />
5.10 SELLER shall pack, protect, mark and arrange for<br />
despatch of EQUIPMENT as per instructions given in<br />
the CONTRACT.
General Conditions of Contract (Goods)<br />
6. Standards 6.1 The GOODS supplied under the CONTRACT shall<br />
conform to the standards mentioned in the Technical<br />
Specifications, or such other standards which ensure<br />
equal or higher quality, and when no applicable<br />
standard is mentioned, to the authoritative standard<br />
appropriate to the GOODS’ country of origin and such<br />
standards shall be the latest issued by the concerned<br />
institution.<br />
7. Instructions,<br />
Direction &<br />
Correspondence<br />
7.1 The materials described in the CONTRACT are to be<br />
supplied according to the standards, data sheets,<br />
tables, specifications and drawings attached thereto<br />
and/or enclosed with the CONTRACT, itself and<br />
according to all conditions, both general and specific<br />
enclosed with the contract, unless any or all of them<br />
have been modified or cancelled in writing as a whole or<br />
in part.<br />
a. All instructions and orders to SELLER shall,<br />
excepting what is herein provided, be given by<br />
PURCHASER/CONSULTANT.<br />
b. All the work shall be carried out under the direction<br />
of and to the satisfaction of<br />
PURCHASER/CONSULTANT.<br />
c. All communications including technical/commercial<br />
clarifications and/or comments shall be addressed<br />
to CONSULTANT in quintuplicate with a copy to<br />
PURCHASER and shall always bear reference to<br />
the CONTRACT.<br />
d. Invoices for payment against CONTRACT shall be<br />
addressed to PURCHASER.<br />
e. The CONTRACT number shall be shown on all<br />
invoices, communications, packing lists, containers<br />
and bills of lading, etc.<br />
8. Contract Obligations 8.1 If after award of the contract, the Seller does not<br />
acknowledge the receipt of award or fails to furnish the<br />
performance guarantee within the prescribed time limit,<br />
the PURCHASER reserves the right to cancel the<br />
contract and apply all remedies available to him under<br />
the terms and conditions of this contract.<br />
8.2 Once a contract is confirmed and signed, the terms and<br />
conditions contained therein shall take precedence over<br />
the Seller’s bid and all previous correspondence.<br />
9. Modification In Contract 9.1 All modifications leading to changes in the CONTRACT<br />
with respect to technical and/or commercial aspects<br />
including terms of delivery, shall be considered valid<br />
only when accepted in writing by<br />
PURCHASER/CONSULTANT by issuing amendment to<br />
the CONTRACT. Issuance of acceptance or otherwise<br />
in such cases shall not be any ground for extension of<br />
agreed delivery date and also shall not affect the<br />
performance of contract in any manner except to the<br />
extent mutually agreed through a modification of<br />
contract.<br />
9.2 PURCHASER/CONSULTANT shall not be bound by<br />
any printed conditions or provisions in the SELLER’s<br />
Bid Forms or acknowledgment of CONTRACT, invoices,<br />
packing list and other documents which purport to<br />
Rev.0: May’04 5
10. Use of Contract<br />
Documents &<br />
Information<br />
11. Patent Rights,<br />
Liability &<br />
Compliance of<br />
Regulations<br />
12. Performance<br />
Guarantee<br />
Rev.0: May’04 6<br />
General Conditions of Contract (Goods)<br />
impose any conditions at variance with or supplemental<br />
to CONTRACT.<br />
10.1 The Seller shall not, without the PURCHASER’s/<br />
CONSULTANT’s prior written consent, disclose the<br />
CONTRACT or any provision thereof, or any<br />
specification, plan, drawing, pattern, sample or<br />
information furnished by or on behalf of the<br />
PURCHASER in connection therewith, to any person<br />
other than a person employed by the SELLER in the<br />
performance of the CONTRACT. Disclosure to any such<br />
employed person shall be made in confidence and shall<br />
extend only so far as may be necessary for purpose of<br />
such performance.<br />
10.1 The SELLER shall not, without the PURCHASER’s prior<br />
written consent, make use of any document or<br />
information enumerated in Article 10.1. except for<br />
purpose of performing the CONTRACT.<br />
11.1 SELLER hereby warrants that the use or sale of the<br />
materials delivered hereunder will not infringe claims of<br />
any patent covering such material and SELLER agrees<br />
to be responsible for and to defend at his sole expense<br />
all suits and proceedings against PURCHASER based<br />
on any such alleged patent infringement and to pay all<br />
costs, expenses and damages which PURCHASER<br />
and/or CONSULTANT may have to pay or incur by<br />
reason of any such suit or proceedings.<br />
11.2 The SELLER shall indemnify the PURCHASER against<br />
all third party claims of infringement of patent, trade<br />
mark or industrial design rights arising from use of the<br />
GOODS or any part thereof in the PURCHASER’s<br />
country.<br />
11.3 SELLER shall also protect and fully indemnify the<br />
PURCHASER from any claims from SELLER’S<br />
workmen/employees or their heirs, dependants,<br />
representatives, etc. or from any other person/persons<br />
or bodies/companies etc. for any acts of commissions or<br />
omission while executing the CONTRACT.<br />
11.4 SELLER shall be responsible for compliance with all<br />
requirements under the laws and shall protect and<br />
indemnify completely the PURCHASER from any<br />
claims/penalties arising out of any infringements.<br />
12.1 Within 15 days after the SELLER’s receipt of notification<br />
of award of the CONTRACT, the SELLER shall furnish<br />
Performance Guarantee in the form of Bank<br />
Guarantee/irrevocable Letter of Credit to the<br />
PURCHASER, in the form provided in the Bidding<br />
Documents, for an amount equivalent to 10% of the<br />
total value of the CONTRACT.<br />
12.2 The proceeds of Performance Guarantee shall be<br />
appropriated by the PURCHASER as compensation for<br />
any loss resulting from the SELLER’s failure to<br />
complete his obligations under the CONTRACT without
13. Inspection,<br />
Testing & Expediting<br />
Rev.0: May’04 7<br />
General Conditions of Contract (Goods)<br />
prejudice to any of the rights or remedies the<br />
PURCHASER may be entitled to as per terms and<br />
conditions of CONTRACT. The proceeds of this<br />
Performance Guarantee shall also govern the<br />
successful performance of Goods and Services during<br />
the entire period of Contractual Warrantee/Guarantee.<br />
12.3 The performance guarantee shall be denominated in<br />
the currency of the CONTRACT.<br />
12.4 The Performance Guarantee shall be valid for the<br />
duration of 90 days beyond the expiry of<br />
Warrantee/Guarantee period. The Bank Guarantee will<br />
be discharged by PURCHASER not later than 6 months<br />
from the date of expiration of the Seller’s entire<br />
obligations, including any warrantee obligations, under<br />
the CONTRACT.<br />
13.1 The PURCHASER or its representative shall have the<br />
right to inspect and/or to test the GOODS to confirm<br />
their conformity to the CONTRACT specifications. The<br />
special conditions of CONTRACT and/or the Technical<br />
Specifications shall specify what inspections and tests<br />
the PURCHASER requires and where they are to be<br />
conducted. The PURCHASER shall notify the SELLER<br />
in writing the identity of any representative(s) retained<br />
for these purposes.<br />
13.2 The inspections and tests may be conducted on the<br />
premises of the SELLER or his sub-contractor(s), at<br />
point of DELIVERY and/or at the GOODS’ final<br />
destination, When conducted on the premises of the<br />
SELLER or his sub-contractor (s), all reasonable<br />
facilities and assistance including access to the<br />
drawings and production data shall be furnished to the<br />
inspectors at no charge to the PURCHASER.<br />
13.3 Should any inspected or tested GOODS fail to conform<br />
to the specifications, the PURCHASER may reject them<br />
and the SELLER shall either replace the rejected<br />
GOODS or make all alterations necessary to meet<br />
Specifications’ requirements, free of cost to the<br />
PURCHASER.<br />
13.4 The PURCHASER’s right to inspect, test and where<br />
necessary reject the GOODS after the GOODS’ arrival<br />
in the PURCHASER’s country shall in no way be limited<br />
or waived by reason of the GOODS having previously<br />
been inspected, tested and passed by the<br />
PURCHASER, or their representative prior to the<br />
GOODS shipment from the country of origin.<br />
13.5 The INSPECTOR shall follow the progress of the<br />
manufacture of the GOODS under the CONTRACT to<br />
ensure that the requirements outlined in the<br />
CONTRACT are not being deviated with respect to<br />
schedule and quality.
Rev.0: May’04 8<br />
General Conditions of Contract (Goods)<br />
13.6 SELLER shall allow the INSPECTOR to visit, during<br />
working hours, the workshops relevant for execution of<br />
the CONTRACT during the entire period of CONTRACT<br />
validity.<br />
13.7 In order to enable PURCHASER’s representatives to<br />
obtain entry visas in time, SELLER shall notify<br />
PURCHASER two months before assembly, testing and<br />
packing of main EQUIPMENT. If requested, SELLER<br />
shall assist PURCHASER’s representatives in getting<br />
visas in the shortest possible time (applicable only in<br />
case of foreign order).<br />
13.8 SELLER shall place at the disposal of the INSPECTOR,<br />
free of charge, all tools, instruments, and other<br />
apparatus necessary for the inspection and/or testing of<br />
the GOODS. The INSPECTOR is entitled to prohibit the<br />
use and dispatch of GOODS and/or materials which<br />
have failed to comply with the characteristics required<br />
for the GOODS during tests and inspections.<br />
13.9 SELLER shall advise in writing of any delay in the<br />
inspection program at the earliest, describing in detail<br />
the reasons for delay and the proposed corrective<br />
action.<br />
13.10 ALL TESTS and trials in general, including those to be<br />
carried out for materials not manufactured by SELLER<br />
shall be witnessed by the INSPECTOR. Therefore,<br />
SELLER shall confirm to PURCHASER by fax or e-mail<br />
about the exact date of inspection with at least 30 days<br />
notice. SELLER shall specify the GOODS and<br />
quantities ready for testing and indicate whether a<br />
preliminary or final test is to be carried out.<br />
13.11 If on receipt of this notice, PURCHASER should waive<br />
the right to witness the test, timely information will<br />
be given accordingly.<br />
13.12 Any and all expenses incurred in connection with tests,<br />
preparation of reports and analysis made by qualified<br />
laboratories, necessary technical documents, testing<br />
documents and drawings shall be at SELLER’s cost.<br />
The technical documents shall include the reference<br />
and numbers of the standards used in the construction<br />
and, wherever deemed practical by the INSPECTOR,<br />
copy of such standards.<br />
13.13 Nothing in Article-13 shall in any way release the<br />
SELLER from any warrantee or other obligations under<br />
this CONTRACT.<br />
13.14 Arrangements for all inspections required by Indian<br />
Statutory Authorities and as specified in technical<br />
specifications shall be made by SELLER.<br />
13.15 Inspection & Rejection of Materials by consignees<br />
When materials are rejected by the consignee, the<br />
supplier shall be intimated with the details of such
14. Time Schedule &<br />
Progress Reporting<br />
General Conditions of Contract (Goods)<br />
rejected materials, as well as the reasons for their<br />
rejection, also giving location where such materials are<br />
lying at the risk and cost of the contractor/supplier. The<br />
supplier will be called upon either to remove the<br />
materials or to give instructions as to their disposal<br />
within 14 days and in the case of dangerous, infected<br />
and perishable materials within 48 hours, failing which<br />
the consignee will either return the materials to the<br />
contractor freight to pay or otherwise dispose them off<br />
at the contractor’s risk and cost. The PURCHASER<br />
shall also be entitled to recover handling and storage<br />
charges for the period, during which the rejected<br />
materials are not removed @ 5% of the value of<br />
materials for each month or part of a month till the<br />
rejected materials are finally disposed off.<br />
14.1 Time Schedule Network/Bar Chart<br />
Rev.0: May’04 9<br />
14.1.1 Together with the Contract confirmation, SELLER shall<br />
submit to PURCHASER, his time schedule regarding<br />
the documentation, manufacture, testing, supply,<br />
erection and commissioning of the GOODS.<br />
14.1.2 The time schedule will be in the form of a network or a<br />
bar chart clearly indicating all main or key events<br />
regarding documentation, supply of raw materials,<br />
manufacturing, testing, delivery, erection and<br />
commissioning.<br />
14.1.3 The original issue and subsequent revisions of<br />
SELLER’s time schedule shall be sent to<br />
PURCHASER.<br />
14.1.4 The time schedule network/bar chart shall be updated<br />
at least every second month.<br />
14.2 Progress Trend Chart/Monthly Report<br />
14.2.1 SELLER shall report monthly to PURCHASER, on the<br />
progress of the execution of CONTRACT and<br />
achievement of targets set out in time bar chart.<br />
14.2.2 The progress will be expressed in percentages as<br />
shown in the progress trend chart attached to the Time<br />
Schedule specification.<br />
14.2.3 The first issue of the Progress Trend Chart will be<br />
forwarded together with the time bar chart alongwith<br />
CONTRACT confirmation.<br />
14.3.1 PURCHASER’s/CONSULTANT’s representatives shall<br />
have the right to inspect SELLER’s premises with a<br />
view to evaluating the actual progress of work on the<br />
basis of SELLER’s time schedule documentation.<br />
14.3.2 Irrespective of such inspection, SELLER shall advise<br />
CONSULTANT, with copy to PURCHASER, at the<br />
earliest possible date of any anticipated delay in the<br />
progress.
15. Delivery &<br />
Documents<br />
Rev.0: May’04 10<br />
General Conditions of Contract (Goods)<br />
14.4 Notwithstanding the above, in case progress on the<br />
execution of contract at various stages is not as per<br />
phased time schedule and is not satisfactory in the<br />
opinion of the PURCHASER/CONSULTANT which shall<br />
be conclusive or SELLER shall neglect to execute the<br />
CONTRACT with due diligence and expedition or shall<br />
contravene the provisions of the CONTRACT,<br />
PURCHASER/CONSULTANT may give notice of the<br />
same in writing to the SELLER calling upon him to<br />
make good the failure, neglect or contravention<br />
complained of. Should SELLER fail to comply with such<br />
notice within the period considered reasonable by<br />
PURCHASER/CONSULTANT, the PURCHASER/<br />
CONSULTANT shall have the option and be at liberty to<br />
take the CONTRACT wholly or in part out of the<br />
SELLER’s hand and make alternative arrangements to<br />
obtain the requirements and completion of CONTRACT<br />
at the SELLER’s risk and cost and recover from the<br />
SELLER, all extra cost incurred by the PURCHASER on<br />
this account. In such event PURCHASER/<br />
CONSULTANT shall not be responsible for any loss that<br />
the SELLER may incur and SELLER shall not be<br />
entitled to any gain. PURCHASER/CONSULTANT<br />
shall, in addition, have the right to encash Performance<br />
Guarantee in full or part.<br />
15.1 Delivery of the GOODS shall be made by the SELLER<br />
in accordance with terms specified in the CONTRACT,<br />
and the goods shall remain at the risk of the SELLER<br />
until delivery has been completed.<br />
15.2 Delivery shall be deemed to have been made :<br />
a) In the case of FOB, CFR & CIF Contracts, when<br />
the Goods have been put on board the ship, at the<br />
specified port of loading and a clean Bill of Lading<br />
is obtained. The date of Bill of Lading shall be<br />
considered as the delivery date.<br />
b) In case of FOT despatch point contract (For Indian<br />
bidder), on evidence that the goods have been<br />
loaded on the carrier and a negotiable copy of the<br />
GOODS receipt obtained. The date of LR/GR<br />
shall be considered as the date of delivery.<br />
c) In case of FOT site (for Indian bidders) on receipt<br />
of goods by PURCHASER/Consultant at the<br />
designated site(s).<br />
15.3 The delivery terms are binding and essential and<br />
consequently, no delay is allowed without the written<br />
approval of PURCHASER/CONSULTANT. Any request<br />
concerning delay will be void unless accepted by<br />
PURCHASER/CONSULTANT through a modification to<br />
the CONTRACT.<br />
15.4 Delivery time shall include time for submission of<br />
drawings for approval, incorporation of comments, if<br />
any, and final approval of drawings by PURCHASER/
16. Transit Risk<br />
Insurance<br />
CONSULTANT.<br />
General Conditions of Contract (Goods)<br />
15.5 In the event of delay in delivery, Price Reduction<br />
Schedule as stipulated in Article – 26 shall apply.<br />
15.6 The documentation, in English Language, shall be<br />
delivered in due time, in proper form and in the required<br />
number of copies as specified in the contract.<br />
15.7 The additional copies of final drawings and instructions<br />
will be included in the package of goods, properly<br />
enveloped and protected.<br />
15.8 The SELLER should comply with the Packing, Marking<br />
and Shipping Documentation Specifications enclosed.<br />
16.1 All goods supplied under the contract shall be fully<br />
insured in a freely convertible currency against loss or<br />
damage incidental to manufacture or acquisition,<br />
transportation, storage and delivery.<br />
16.2 Where delivery is on FOB or CFR basis, marine<br />
insurance shall be the responsibility of the Purchaser.<br />
Insurance Requirements :<br />
Indigenous Bidders : Transit risk insurance from<br />
F.O.T. despatch point onwards<br />
shall be arranged and borne by<br />
<strong>GAIL</strong>.<br />
Foreign Bidders : Marine insurance as well as<br />
transit insurance in Purchaser’s<br />
country shall be arranged and<br />
borne by <strong>GAIL</strong>.<br />
The SELLER shall ensure that in effecting despatch of<br />
materials, the primary responsibility of the carriers for<br />
safe movement is always retained so that the<br />
PURCHASER’s interests are fully safeguarded and are<br />
in no way jeopardised. The Seller shall furnish the cost<br />
of materials against each equipment.<br />
16.2 PURCHASER’s Insurance Agent :<br />
[The name and address-as mentioned under SCC]<br />
17. Transportation 17.1 Where the SELLER is required under the CONTRACT<br />
to deliver the GOODS FOB, transport of the GOODS<br />
until delivery, that is, upto and including the point of<br />
putting the GOODS on board the export conveyance at<br />
the specified port of loading, shall be arranged and paid<br />
for by the SELLER and the cost thereof shall be<br />
included in the Contract price.<br />
Rev.0: May’04 11<br />
17.2 Where the SELLER is required under the CONTRACT<br />
to deliver the GOODS CFR or CIF, transport of the<br />
Goods to the port of discharge or such other point in the<br />
country of destination as shall be specified in the<br />
CONTRACT shall be arranged and paid for by the
18. Incidental<br />
Services<br />
19. Spare Parts,<br />
Maintenance Tools,<br />
Lubricants<br />
Rev.0: May’04 12<br />
General Conditions of Contract (Goods)<br />
SELLER and the cost thereof shall be included in the<br />
Contract price.<br />
18.1 The Seller may be required to provide any or all of the<br />
following services:<br />
18.1.1 Performance or supervision of onsite assembly and/or<br />
start-up of the supplied Goods:<br />
18.1.2 Furnishing tools required for assembly and/or<br />
maintenance of the supplied Goods:<br />
18.1.3 Performance or supervision or maintenance and/or<br />
repair of the supplied Goods, for a period of time agreed<br />
by the parties, provided that this service shall not relieve<br />
the Seller of any warrantee/guarantee obligations under<br />
the Contract.<br />
18.1.4 Training of the Purchaser’s personnel at the Seller’s<br />
plant and/or at Site, in assembly, start-up operation,<br />
maintenance and/or repair of the supplied Goods at no<br />
extra cost. However, Purchaser will bear boarding,<br />
lodging & personal expenses of Trainees.<br />
18.2 Prices charged by the Seller for the preceding incidental<br />
services, shall not exceed the prevailing rates charged to<br />
other parties by the Seller for similar services.<br />
18.3 When required, Seller shall depute necessary personnel<br />
for supervision and/or erection of the Equipment at site<br />
for duration to be specified by Purchaser on mutually<br />
agreed terms. Seller’s personnel shall be available at<br />
Site within seven days for emergency action and twentyone<br />
days for medium and long-term assistance, from the<br />
date of notice given by Purchaser.<br />
18.4 The cost of incidental services shall not be included in<br />
the quoted prices. The cost of applicable incidental<br />
services should be shown separately in the price<br />
schedules.<br />
19.1 Seller may be required to provide any or all of the<br />
following materials and notification pertaining to spare<br />
parts manufactured or distributed by the Seller.<br />
19.1.1 Such spare parts as the Purchaser may opt to purchase<br />
from the Seller, provided that his option shall not relieve<br />
the Seller of any warrantee obligations under the<br />
Contract, and<br />
19.1.2 In the event of termination of production of the spare<br />
parts:<br />
i) Advance notification to the Purchaser of the pending<br />
termination, in sufficient time to permit the Purchaser<br />
to procure needed requirements, and<br />
ii) Following such termination, furnishing at no cost to<br />
the Purchaser, the blue prints, drawings and<br />
specifications of the spare parts, if any when<br />
requested.<br />
19.2 Seller shall supply item wise list with value of each item<br />
of spare parts and maintenance tools requirements,
General Conditions of Contract (Goods)<br />
along with full details of manufacturers/vendors for such<br />
spares/maintenance tools for :<br />
19.2.1 The construction, execution and commissioning.<br />
19.2.2 Two years operation and maintenance.<br />
19.3 Spare parts shall be new and of first class quality as per<br />
engineering standards/ codes, free of any defects (even<br />
concealed), deficiency in design, materials and<br />
workmanship and also shall be completely<br />
interchangeable with the corresponding parts.<br />
19.4 Type and sizes of bearings shall be clearly indicated.<br />
19.5 Spare parts shall be packed for long storage under<br />
tropical climatic conditions in suitable cases, clearly<br />
marked as to intended purpose.<br />
19.6 A list of special tools and gauges required for normal<br />
maintenance and special handling and lifting appliances,<br />
if any, for the Goods shall be submitted to Purchaser.<br />
19.7 Bidders should note that if they do not comply with<br />
Clause 19.2 above, their quotation may be rejected.<br />
19.8 Lubricants<br />
19.8.1 Whenever lubricants are required, Seller shall indicate<br />
the quantity of lubricants required for the first filling, the<br />
frequency of changing, the quantity of lubricants<br />
required for the one year’s continuous operation and the<br />
types of recommended lubricants indicating the<br />
commercial name (trade-mark), quality and grade.<br />
19.8.2 If Seller is unable to recommend specific oil, basic<br />
recommended characteristics of the lubricants shall be<br />
given.<br />
19.8.3 Seller shall indicate various equivalent lubricants<br />
available in India.<br />
20. Guarantee 20.1 All Goods or Materials shall be supplied strictly in<br />
accordance with the specifications, drawings, data<br />
sheets, other attachments and conditions stated in the<br />
Contract.<br />
Rev.0: May’04 13<br />
No deviation from such specifications or alterations or of<br />
these conditions shall be made without PURCHASER’S<br />
/CONSULTANT’S agreement in writing which must be<br />
obtained before any work against the order is<br />
commenced. All materials supplied by the SELLER<br />
pursuant to the Contract (irrespective of whether<br />
engineering, design data or other information has been<br />
furnished, reviewed or approved by<br />
PURCHASER/CONSULTANT) are guaranteed to be of<br />
the best quality of their respective kinds (unless<br />
otherwise specifically authorised in writing by<br />
PURCHASER/CONSULTANT) and shall be free from<br />
faulty design, workmanship and materials, and to be of<br />
sufficient size and capacity and of proper materials so<br />
as to fulfil in all respects all operating conditions, if any,<br />
specified in the Contract.
Rev.0: May’04 14<br />
General Conditions of Contract (Goods)<br />
If any trouble or defect, originating with the design,<br />
material, workmanship or operating characteristics of<br />
any materials, arises at any time prior to twelve(12)<br />
months from the date of the first commercial operation<br />
of the Plant for which the materials supplied under the<br />
Contract form a part thereof, or twenty four (24) months<br />
from the date of last shipment whichever period shall<br />
first expire, and the SELLER is notified thereof,<br />
SELLER shall, at his own expense and as promptly as<br />
possible, make such alterations, repairs and<br />
replacements as may necessary to permit the materials<br />
to function in accordance with the specifications and to<br />
fulfil the foregoing guarantees.<br />
PURCHASER/CONSULTANT may, at his option,<br />
remove such defective materials, at SELLER’S expense<br />
in which event SELLER shall, without cost to<br />
PURCHASER/CONSULTANT and as promptly as<br />
possible, furnish and install proper materials. Repaired<br />
or replaced materials shall be similarly guaranteed by<br />
the SELLER for a period of no less than twelve (12)<br />
months from the date of replacement/repair.<br />
In the event that the materials supplied do not meet the<br />
specifications and/or not in accordance with the<br />
drawings data sheets or the terms of the Contract and<br />
rectification is required at site, PURCHASER/<br />
CONSULTANT shall notify the SELLER giving full<br />
details of differences. The SELLER shall attend the site<br />
within seven (7) days of receipt of such notice to meet<br />
and agree with representatives of PURCHASER/<br />
CONSULTANT, the action required to correct the<br />
deficiency. Should the SELLER fail to attend meeting at<br />
Site within the time specified above, PURCHASER/<br />
CONSULTANT shall immediately rectify the work/<br />
materials and SELLER shall reimburse PURCHASER<br />
all costs and expenses incurred in connection with such<br />
trouble or defect.<br />
20.2 PER<strong>FOR</strong>MANCE GUARANTEE OF EQUIPMENT<br />
20.2.1 SELLER shall guarantee that the performance of the<br />
EQUIPMENT supplied under the CONTRACT shall be<br />
strictly in conformity with the specifications and shall<br />
perform the duties specified under the CONTRACT.<br />
20.2.2 If the SELLER fails to prove the guaranteed<br />
performance of the EQUIPMENT set forth in the<br />
specification, the SELLER shall investigate the causes<br />
and carry out necessary rectifications/modifications to<br />
achieve the guaranteed performance. In case the<br />
SELLER fails to do so within a reasonable period, the<br />
SELLER shall replace the EQUIPMENT and prove<br />
guaranteed performance of the new equipment without<br />
any extra cost to PURCHASER.<br />
20.2.3 If the SELLER fails to prove the guarantee within a<br />
reasonable period, PURCHASER/CONSULTANT shall
21. Terms of Payment<br />
General Conditions of Contract (Goods)<br />
have the option to take over the EQUIPMENT and<br />
rectify, if possible, the EQUIPMENT to fulfil the<br />
guarantees and/or to make necessary additions to<br />
make up the deficiency at Seller’s risk and cost. All<br />
expenditure incurred by the PURCHASER/<br />
CONSULTANT in this regard shall be to SELLER’s<br />
account.<br />
21.1 The method of payment to be made to the SELLER<br />
under this CONTRACT shall be specified in the Special<br />
Conditions of Contract.<br />
21.2 The type(s) of payment to be made to the SELLER<br />
under this CONTRACT shall be specified in the Special<br />
Conditions of Contract.<br />
21.3 The SELLER’s request(s) for payment shall be made to<br />
the PURCHASER in writing accompanied by an invoice<br />
describing, as appropriate, the Goods delivered and<br />
services performed, and by shipping documents<br />
submitted, and upon fulfillment of other obligations<br />
stipulated in the Contract.<br />
21.5 Payment will be made in the currency or currencies in<br />
which the Contract Price has been stated in the<br />
SELLER’s bid, as well as in other currencies in which<br />
the SELLER had indicated in his bid that he intends to<br />
incur expenditure in the performance of the Contract<br />
and wishes to be paid. If the requirements are stated<br />
as a percentage of the bid price along with exchange<br />
rates used in such calculations these exchange rates<br />
shall be maintained.<br />
General Notes:<br />
Rev.0: May’04 15<br />
i) All foreign currency payments to foreign bidder<br />
shall be released through an irrevocable Letter of<br />
Credit, which shall be opened through<br />
Government of India Nationalised Bank and<br />
hence shall not be confirmed. In case any bidder<br />
insists on confirmation, charges towards<br />
confirmation shall be borne by him. L/C shall be<br />
established within 30 days after receipt of<br />
unconditional acceptance of Letter/Fax of Intent<br />
together with Performance Guarantee for 10% of<br />
total order/Contract value.<br />
ii) For dispatches on FOT dispatch point (in India)<br />
basis, the payment shall be through<br />
PURCHASER’s bank. Payment through Bank,<br />
wherever applicable, shall be released as per<br />
normal banking procedures.<br />
iii) Payment shall be released within 30 days after<br />
receipt of relevant documents complete in all<br />
respects.<br />
iv) All bank charges incurred in connection with<br />
payments shall be to Seller’s account in case of
General Conditions of Contract (Goods)<br />
Indian bidders and to respective accounts in case<br />
of Foreign bidder.<br />
v) Unless otherwise specifically stated in bid<br />
document, all payments shall be made in the<br />
currency quoted.<br />
vi) No interest charges for delay in payments, if any,<br />
shall be payable by PURCHASER.<br />
vii) In case of Indian bidder, variation, if any, on<br />
account of customs duty on their built-in- import<br />
content, as per terms of bid document, shall be<br />
claimed separately by bidder after receipt of<br />
goods at site (s). However, any price benefits to<br />
the PURCHASER, on account of such variation as<br />
per terms specified in the bid document, shall be<br />
passed on to the PURCHASER along with<br />
invoicing itself.<br />
viii) Agency commission, if any, to Indian agent for<br />
Foreign bidders, indicated in prices, shall be paid<br />
to the agent in equivalent Indian Rupees on<br />
receipt and acceptance of material at site.<br />
22. Prices 22.1 Prices charged by the SELLER for Goods delivered and<br />
services performed under the CONTRACT shall not,<br />
with the exception of any price adjustments authorized<br />
by the Contract vary from the prices quoted by the<br />
SELLER in his bid.<br />
23. Subletting &<br />
Assignment<br />
24. Time As<br />
Essence of<br />
Contract<br />
25. Delays In<br />
The Seller’s<br />
Performance<br />
Rev.0: May’04 16<br />
23.1 The contractor shall not without previous consent in<br />
writing of the PURCHASER authority, sublet, transfer or<br />
assign the contract or any part thereof or interest therein<br />
or benefit or advantage thereof in any manner<br />
whatsoever. Provided, nevertheless, that any such<br />
consent shall not relieve the contractor from any<br />
obligation, duty or responsibility under the contract.<br />
24.1 The time and date of delivery/completion of the<br />
GOODS/SERVICES as stipulated in the Contract shall<br />
be deemed to be the essence of the Contract.<br />
25.1 If the specified delivery schedule is not adhered to or<br />
the progress of manufacture or supply of the items is<br />
not satisfactory or is not in accordance with the<br />
progress schedule the PURCHASER has the right to:<br />
i) hire for period of delay from elsewhere goods<br />
which in PURCHASER’s opinion will meet the<br />
same purpose as the goods which are delayed and<br />
SELLER shall be liable without limitation for the<br />
hire charges; or<br />
ii) cancel the CONTRACT in whole or in part without<br />
liability for cancellation charges. In that event,<br />
PURCHASER may procure from elsewhere goods<br />
which PURCHASER’s opinion would meet the<br />
same purpose as the goods for which CONTRACT
26. Price Reduction<br />
Schedule For<br />
Delayed Delivery<br />
27. Rejections, Removal of<br />
Rejected Equipment &<br />
Replacement<br />
Rev.0: May’04 17<br />
General Conditions of Contract (Goods)<br />
is cancelled and SELLER shall be liable without<br />
limitations for the difference between the cost of<br />
such substitution and the price set forth in the<br />
CONTRACT for the goods involved; or<br />
iii) hire the substitute goods vide (I) above and if the<br />
ordered goods continue to remain undelivered<br />
thereafter, cancel the order in part or in full vide (ii)<br />
above.<br />
25.1 Any unexcusable delay by the SELLER or his subcontractor<br />
shall render the SELLER liable, without<br />
prejudice to any other terms of the Contract, to any or<br />
all of the following sanctions: forfeiture of Contract<br />
performance guarantee, imposition of price reduction<br />
for delay in delivery and termination of the contract for<br />
default.<br />
26.1 Subject to Article -29, if the SELLER fails to deliver any<br />
or all of the GOODS or performance the services within<br />
the time period (s) specified in the CONTRACT, the<br />
PURCHASER shall, without prejudice to his other<br />
remedies under the CONTRACT, deduct from the<br />
CONTRACT PRICE, a sum calculated on the basis of<br />
the CONTRACT PRICE, including subsequent<br />
modifications.<br />
26.1.1 Deductions shall apply as per following formula:<br />
In case of delay in delivery of equipment/materials or<br />
delay in completion, total contract price shall be<br />
reduced by ½ % (half percent) of the total contract price<br />
per complete week of delay or part thereof subject to a<br />
maximum of 5% (five percent) of the total contract price.<br />
26.2 In case of delay in delivery on the part of Seller, the<br />
invoice/document value shall be reduced<br />
proportionately for the delay and payment shall be<br />
released accordingly.<br />
26.3 In the event the invoice value is not reduced<br />
proportionately for the delay, the PURCHASER may<br />
deduct the amount so payable by SELLER, from any<br />
amount falling due to the SELLER or by recovery<br />
against the Performance Guarantee.<br />
Both seller and PURCHASER agree that the above<br />
percentages of price reduction are genuine pre<br />
estimates of the loss/damage which the PURCHASER<br />
would have suffered on account of delay/breach on the<br />
part of the SELLER and the said amount will be payable<br />
on demand without there being any proof of the actual<br />
loss/or damage caused by such breach/delay. A<br />
decision of the PURCHASER in the matter of<br />
applicability of price reduction shall be final and binding.<br />
27.1 Preliminary inspection at SELLER’s works by<br />
INSPECTOR shall not prejudice PURCHASER’s/<br />
CONSULTANT’s claim for rejection of the EQUIPMENT<br />
on final inspection at SITE or claims under warranty<br />
provisions.
28. Termination of Contract 28.1 Termination for Default<br />
Rev.0: May’04 18<br />
General Conditions of Contract (Goods)<br />
27.2 If the EQUIPMENTS are not of specification or fail to<br />
perform specified duties or are otherwise not<br />
satisfactory the PURCHASER/CONSULTANT shall be<br />
entitled to reject the EQUIPMENT/MATERIAL or part<br />
thereof and ask free replacement within reasonable<br />
time failing which obtain his requirements from<br />
elsewhere at SELLER’s cost and risk.<br />
27.3 Nothing in this clause shall be deemed to deprive the<br />
PURCHASER AND/OR AFFECT ANY rights under the<br />
Contract which it may otherwise have in respect of such<br />
defects or deficiencies or in any way relieve the<br />
SELLER of his obligations under the Contract.<br />
27.4 EQUIPMENT rejected by the PURCHASER/<br />
CONSULTANT shall be removed by the Seller at his<br />
cost within 14 days of notice after repaying the amounts<br />
received against the SUPPLY. The PURCHASER shall<br />
in no way be responsible for any deterioration or<br />
damage to the EQUIPMENT under any circumstances<br />
whatsoever.<br />
27.5 In case of rejection of EQUIPMENT, PURCHASER shall<br />
have the right to recover the amounts, if any, from any<br />
of CONTRACTOR’S invoices pending with<br />
PURCHASER or by alternative method(s).<br />
28.1.1 The PURCHASER may, without prejudice to any other<br />
remedy for breach of CONTRACT, by written notice of<br />
default sent to the SELLER, terminate the CONTRACT<br />
in whole or in part:<br />
A) If the SELLER fails to deliver any or all of the<br />
GOODS within the time period(s) specified in the<br />
CONTRACT; or<br />
B) If the SELLER fails to perform any other<br />
obligation(s) under the CONTRACT, and<br />
C) If the SELLER, in either of the above<br />
circumstances, does not cure his failure within a<br />
period of 30 days (or such longer period as the<br />
PURCHASER may authorize in writing) after<br />
receipt of the default notice from the<br />
PURCHASER.<br />
28.1.2 In the event the PURCHASER terminates the<br />
CONTRACT in whole or in part, pursuant to Article<br />
28.1.1, the PURCHASER may procure, upon such<br />
terms and in such manner as it deems appropriate,<br />
goods similar to those undelivered and the SELLER<br />
shall be liable to the PURCHASER for any excess costs<br />
for such similar GOODS. However, the SELLER shall<br />
continue performance of the CONTRACT to the extent<br />
not terminated.
General Conditions of Contract (Goods)<br />
28.1.3 In case of termination of CONTRACT herein set forth<br />
(under clause 28) except under conditions of Force<br />
Majeure and termination after expiry of contract, the<br />
VENDOR shall be put under holiday [i.e. neither any<br />
enquiry will be issued to the party by <strong>GAIL</strong> (India) Ltd.<br />
Against any type of tender nor their offer will be<br />
considered by <strong>GAIL</strong> against any ongoing tender (s) where<br />
contract between <strong>GAIL</strong> and that particular VENDOR (as a<br />
bidder) has not been finalized] for three years from the<br />
date of termination by <strong>GAIL</strong> (India) Ltd. to such VENDOR.<br />
28.2 Termination for Insolvency<br />
28.2.1 The PURCHASER, may at any time, terminate the<br />
CONTRACT by giving written notice to the SELLER,<br />
without compensation to the SELLER, if the SELLER<br />
becomes bankrupt or otherwise insolvent, provided that<br />
such termination will not prejudice or affect any right of<br />
action or remedy which has accrued or will accrue<br />
thereafter to the PURCHASER.<br />
28.3 Termination for Convenience<br />
28.3.1 The PURCHASER may, by written notice sent to the<br />
SELLER, terminate the CONTRACT, in whole or part, at<br />
any time for his convenience. The notice of termination<br />
shall specify that termination is for the PURCHASER’s<br />
convenience, the extent to which performance of work<br />
under the CONTRACT is terminated and the date upon<br />
which such termination becomes effective.<br />
28.3.2 The GOODS that are complete and ready for shipment<br />
within 30 days after the SELLER’s receipt of notice of<br />
termination shall be purchased by the PURCHASER at<br />
the CONTRACT terms and prices. For the remaining<br />
GOODS, the PURCHASER may opt:<br />
a) to have any portion completed and delivered at the<br />
CONTRACT terms and prices, and /or<br />
b) to cancel the remainder and pay to the SELLER an<br />
agreed amount for partially completed GOODS<br />
and for materials and parts previously procured by<br />
the SELLER.<br />
29. Force Majeure 29.1 Shall mean and be limited to the following:<br />
Rev.0: May’04 19<br />
a) War/hostilities<br />
b) Riot or Civil commotion<br />
c) Earthquake, flood, tempest, lightening or other<br />
natural physical disaster.<br />
d) Restrictions imposed by the Government or other<br />
Statutory bodies which prevents or delays the<br />
execution of the Contract by the SELLER.<br />
The SELLER shall advise PURCHASER/<br />
CONSULTANT by a registered letter duly certified by<br />
the local Chamber of Commerce or statutory authorities,<br />
the beginning and end of the above causes of delay
30. Resolution of<br />
Disputes/<br />
Arbitration<br />
General Conditions of Contract (Goods)<br />
within seven (7) days of the occurrence and cessation<br />
of such Force Majeure Conditions. In the event of delay<br />
lasting over one month, if arising out of causes of Force<br />
Majeure, PURCHASER/CONSULTANT reserves the<br />
right to cancel the Contract and the provisions<br />
governing termination stated under Article 28.0 shall<br />
apply.<br />
For delays arising out of Force Majeure, the SELLER<br />
shall not claim extension in completion date for a period<br />
exceeding the period of delay attributable to the causes<br />
of Force Majeure and neither<br />
PURCHASER/CONSULTANT nor SELLER shall be<br />
liable to pay extra costs provided it is mutually<br />
established that Force Majeure Conditions did actually<br />
exist.<br />
SELLER shall categorically specify the extent of Force<br />
Majeure Conditions prevalent in their works at the time<br />
of submitting their bid and whether the same have been<br />
taken into consideration or not in their quotations. In<br />
the event of any force majeure cause, the SELLER or<br />
the PURCHASER shall not be liable for delays in<br />
performing their obligations under this order and the<br />
delivery dates will be extended to the SELLER without<br />
being subject to price reduction for delayed deliveries,<br />
as stated elsewhere.<br />
30.1 The PURCHASER and the SELLER shall make every<br />
effort to resolve amicably by direct informal negotiations<br />
any disagreement or dispute arising between them<br />
under or in connection with the contract.<br />
30.2 If, after thirty days from the commencement of such<br />
informal negotiations, the PURCHASER and the<br />
SELLER have been unable to resolve amicably a<br />
Contract dispute, either party may require that the<br />
dispute be referred for resolution to the formal<br />
mechanism as specified hereunder.<br />
30.3 Legal Construction<br />
The Contract shall be, in all respects be construed and<br />
operated as an Indian Contract and in accordance with<br />
Indian Laws as in force for the time being and is subject<br />
to and referred to the Court of Law situated within Union<br />
Territory of New Delhi.<br />
30.4 Arbitration<br />
Rev.0: May’04 20<br />
All disputes, controversies, or claims between the<br />
parties (except in matters where the decision of the<br />
Engineer-in-Charge is deemed to be final and binding)<br />
which cannot be mutually resolved within a reasonable<br />
time shall be referred to Arbitration by a sole arbitrator.<br />
The PURCHASER (<strong>GAIL</strong> (India) Limited) shall suggest<br />
a panel of three independent and distinguished<br />
persons to the Seller to select any one among them to<br />
act as the sole Arbitrator.
General Conditions of Contract (Goods)<br />
In the event of failure of the Seller to select the Sole<br />
Arbitrator within 30 days from the receipt of the<br />
communication suggesting the panel of arbitrators, the<br />
right of selection of Sole Arbitrator by the other party<br />
shall stand forfeited and the PURCHASER shall have<br />
discretion to proceed with the appointment of the Sole<br />
Arbitrator. The decision of the PURCHASER on the<br />
appointment of Sole Arbitrator shall be final and binding<br />
on the parties.<br />
The award of the Sole Arbitrator shall be final and<br />
binding on the parties and unless directed/awarded<br />
otherwise by the Sole Arbitrator, the cost of arbitration<br />
proceedings shall be shared equally by the parties. The<br />
arbitration proceeding shall be in English language and<br />
the venue shall be at New Delhi, India.<br />
Subject to the above, the provisions of (Indian)<br />
Arbitration & Conciliation Act, 1996 and the rules<br />
framed thereunder shall be applicable. All matters<br />
relating to this contract are subject to the exclusive<br />
jurisdiction of the Courts situated in the State of Delhi<br />
(India).<br />
Seller may please note that the Arbitration &<br />
Conciliation Act 1996 was enacted by the Indian<br />
Parliament and is based on United nations Commission<br />
on International Trade Law (UNCITRAL model law),<br />
which were prepared after extensive consultation with<br />
Arbitral Institutions and centers of International<br />
Commercial Arbitration. The United Nations General<br />
Assembly vide resolution 31/98 adopted the UNCITRAL<br />
Arbitration rules on 15 December 1996.<br />
The WORK under the CONTRACT shall, however,<br />
continue during the Arbitration proceedings and no<br />
payment due or payable to the Seller shall be withheld<br />
on account of such proceedings.<br />
31. Governing Language 31.1 The Contract shall be written in English language as<br />
specified by the PURCHASER/CONSULTANT in the<br />
Instruction to Bidders. All literature, correspondence<br />
and other documents pertaining to the Contract which<br />
are exchanged by the parties shall be written in<br />
English language. Printed literature in other language<br />
shall only be considered, if it is accompanied by an<br />
English translation. For the purposes of interpretation,<br />
English translation shall govern and be binding on all<br />
parties.<br />
32. Notices 32.1 Any notice given by one party to the other pursuant to<br />
the Contract shall be sent in writing or by telegram or<br />
fax, telex/cable confirmed in writing.<br />
Rev.0: May’04 21<br />
32.2 A notice shall be effective when delivered or on the<br />
notice’s effective date, whichever is later.
General Conditions of Contract (Goods)<br />
33. Taxes & Duties 33.1 A foreign Seller shall be entirely responsible for all<br />
taxes, stamp duties, licence fees, and other such levies<br />
imposed outside the PURCHASER’s country.<br />
33.2 A domestic Seller shall be entirely responsible for all<br />
taxes, duties, licence fees etc. incurred until the delivery<br />
of the contracted goods to the PURCHASER. However,<br />
Sales Tax and Excise duty on finished products shall be<br />
reimbursed by PURCHASER.<br />
33.3 Customs duty payable in India for imported goods<br />
ordered by PURCHASER on foreign Seller shall be<br />
borne and paid by PURCHASER.<br />
33.4 Any income tax payable in respect of supervisory<br />
services rendered by foreign Seller under the Contract<br />
shall be as per the Indian Income Tax Act and shall be<br />
borne by SELLER. It is upto the bidder/seller to<br />
ascertain the amount of these taxes and to include them<br />
in his bid price.<br />
34. Books & Records 34.1 SELLER shall maintain adequate books and records in<br />
connection with Contract and shall make them available<br />
for inspection and audit by PURCHASER/<br />
CONSULTANT or their authorized agents or<br />
representatives during the terms of Contract until expiry<br />
of the performance guarantee. Fixed price (lumpsum or<br />
unit price) Contract will not be subject to audit as to cost<br />
except for cost reimbursable items, such as escalation<br />
and termination claims, transportation and comparable<br />
requirements.<br />
35. Permits &<br />
Certificates<br />
36. General<br />
Rev.0: May’04 22<br />
35.1 SELLER shall procure, at his expense, all necessary<br />
permits, certificates and licences required by virtue of<br />
all applicable laws, regulations, ordinances and other<br />
rules in effect at the place where any of the work is to<br />
be performed, and SELLER further agrees to hold<br />
PURCHASER and/or CONSULTANT harmless from<br />
liability or penalty which might be imposed by reason<br />
of any asserted or established violation of such laws,<br />
regulations, ordinances or other rules. PURCHASER<br />
will provide necessary permits for SELLER’s personnel<br />
to undertake any work in India in connection with<br />
Contract.<br />
36.1 In the event that terms and conditions stipulated in the<br />
General Conditions of Contract should deviate from<br />
terms and conditions stipulated in the Contract, the<br />
latter shall prevail.<br />
36.2 Losses due to non-compliance of Instructions<br />
Losses or damages occurring to the PURCHASER<br />
owing to the SELLER’s failure to adhere to any of the<br />
instructions given by the PURCHASER/CONSULTANT<br />
in connection with the contract execution shall be<br />
recoverable from the SELLER.
36.3 Recovery of sums due<br />
General Conditions of Contract (Goods)<br />
All costs, damages or expenses which the<br />
PURCHASER/CONSULTANT may have paid, for which<br />
under the CONTRACT SELLER is liable, may be<br />
recovered by the PURCHASER(he is hereby irrevocably<br />
authorized to do so) from any money due to or<br />
becoming due to the SELLER under this Contract or<br />
other Contracts and/or may be recovered by action at<br />
law or otherwise. If the same due to the SELLER be<br />
not sufficient to recover the recoverable amount, the<br />
SELLER shall pay to the PURCHASER, on demand,<br />
the balance amount.<br />
36.4 Payments, etc. not to affect rights of the PURCHASER<br />
No sum paid on account by the PURCHASER nor any<br />
extension of the date for completion granted by the<br />
PURCHASER/CONSULTANT shall affect or prejudice<br />
the rights of the PURCHASER against the SELLER or<br />
relieve the SELLER of his obligation for the due<br />
fulfillment of the CONTRACT.<br />
36.4 Cut-off Dates<br />
No claims or correspondence on this Contract shall be<br />
entertained by the PURCHASER/Consultant after 90<br />
days after expiry of the performance guarantee (from<br />
the date of final extension, if any).<br />
36.6 Paragraph heading<br />
The paragraph heading in these conditions shall not<br />
affect the construction thereof.<br />
37. Import License 37.1 No import license is required for the imports covered<br />
under this document.<br />
38. Fall Clause<br />
Rev.0: May’04 23<br />
38.1 The price charged for the materials supplied under the<br />
order by the supplier shall in no event exceed the<br />
lowest price at which the supplier or his<br />
agent/principal/dealer, as the case may be, sells the<br />
materials of identical description to any<br />
Persons/Organizations including the Purchaser or any<br />
Department of the Central Govt. or any Department of<br />
a State Govt. or any Statutory Undertaking of the<br />
Central or State Govt. as the case may be, during the<br />
currency of the order.<br />
38.2 If at any time during the said period, the supplier or his<br />
agent/principal/dealer, as the case may be, reduces the<br />
sale price, sells or offers to sell such materials to any<br />
persons/organizations including the Purchaser or any<br />
Deptt. Of Central Govt. or State Govt. as the case may<br />
be, at a price lower than the price chargeable under the<br />
order, he shall forthwith notify such reduction or sale or<br />
offer of sale to the Purchase Authority who has issued<br />
this order and the price payable under the order for the<br />
materials supplied after the date of coming into force of<br />
such reduction or sale or offer of sale shall stand
39. Publicity &<br />
Advertising<br />
correspondingly reduced.<br />
General Conditions of Contract (Goods)<br />
The above stipulation will, however, not apply to:<br />
a) Exports by the Contractor/Supplier or<br />
b) Sale of goods as original equipment at prices<br />
lower than the prices charged for normal<br />
replacement<br />
c) Sale of goods such as drugs which have expiry<br />
dates.<br />
38.3 The supplier shall furnish the following certificate to the<br />
concerned Paying Authority along with each bill for<br />
payment for supplies made against this order:-<br />
“I/We certify that there has been no reduction in sale<br />
price of the items/goods/materials of description<br />
identical to those supplied to the <strong>GAIL</strong> under the order<br />
herein and such items/goods/materials have not been<br />
offered/sold by me/us to any person/organizations<br />
including the Purchaser or any Deptt. of Central Govt.<br />
or any Deptt. of State Govt. or any Statutory<br />
Undertaking of the Central or State Govt. as the case<br />
may be upto the date of bill/during the currency of the<br />
order whichever is later, at a price lower than the price<br />
charged to the <strong>GAIL</strong> under the order”.<br />
Such a certificate shall be obtained, except for quantity<br />
of items/goods/materials categories under sub-clause<br />
(a), (b) & (c) of sub-para 38.2 above, of which details<br />
shall be furnished by the supplier.<br />
39.1 Seller shall not without the written permission of<br />
PURCHASER/CONSULTANT make a reference to<br />
PURCHASER/CONSULTANT or any Company affiliated<br />
with PURCHASER/CONSULTANT or to the destination<br />
or the description of goods or services supplied under<br />
the contract in any publication, publicity or advertising<br />
media.<br />
40. Repeat Order 40.1 PURCHASER reserves the right, within 6 months of<br />
order to place repeat order upto 50% of the total order<br />
value without any change in unit price or other terms<br />
and conditions.<br />
41. Limitation of<br />
Liability<br />
Rev.0: May’04 24<br />
41.1 Notwithstanding anything contrary contained herein, the<br />
aggregate total liability of Seller under the Agreement or<br />
otherwise shall be limited to 100% of Agreement / Order<br />
price. However, neither party shall be liable to the other<br />
party for any indirect and consequential damages, loss<br />
of profits or loss of production.